Current Report Filing (8-k)
12 Julio 2017 - 12:44PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event
Reported): May 19, 2017
EMBER
THERAPEUTICS, INC.
(Exact name of registrant as specified in
charter)
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Delaware
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033-13474-NY
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01-3341552
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation)
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(Commission File Number)
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Identification No.)
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135 East 57
th
Street, 24
th
Floor
New York, New York10022
(Address and Zip Code of Principal Executive Offices)
(646) 406-6243
(Registrants Telephone Number, including area code)
n/a
(Former Name or Former Address, if Changed Since Last
Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (
see
General
Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CF R. 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR. 240.14-12a)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR.
240.13-e4(c))
Item 8.01 Other Events
On May 19, 2017, Ember Therapeutics, Inc. (Ember Therapeutics)
entered into a Contribution Agreement (DermaSilk Agreement) with DermaSilk
Brands, Inc. (DermaSilk), a Delaware corporation. Pursuant to the DermaSilk
Agreement, DermaSilk acquired the sole ownership interest in DermaSilk Brands
business, including all assets and liabilities related thereto, and DermaSilk
became a wholly owned subsidiary of Ember Therapeutics. The DermaSilk Agreement
isa ttached as Exhibit 99.1.
Also on May 19, 2017, Ember Therapeutics entered into a Contribution
Agreement (Migralex Agreement) with Migralex, Inc. (Migralex) a Delaware
corporation. Pursuant to the Migralex Agreement, Migralex acquired the sole
ownership interest in the Migralex business, including all assets and
liabilities related thereto, and Migralex became a wholly owned subsidiary of Ember
Therapeutics. The MigralexAgreement is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibits No.
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Description
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99.1
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Contribution Agreement dated as of May 19, 2017, by and between Ember
Therapeutics, Inc. and DermaSilk Brands, Inc.
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99.2
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Contribution Agreement dated as of May 19, 2017, by and between Ember
Therapeutics, Inc. and Migralex, Inc.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Form 8-K Report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: July
11, 2017
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EMBER THERAPEUTICS, INC.
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By:
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Name: Joseph
Hernandez
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Title:
Executive Chairman
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